Nevada
|
1040
|
65-0955118
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer Identification
No.)
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
¨
|
|
Non-accelerated filer
|
x
|
|
Smaller reporting company
|
x
|
|
|
|
Shares Outstanding
|
Title of Class
|
|
February 19, 2019
|
Common Stock
|
|
80,790,273
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
availability of labor, energy, transportation, equipment, and infrastructure;
|
•
|
changes in input commodity prices and labor costs;
|
•
|
fluctuations in currency exchange rates;
|
•
|
availability and terms of financing;
|
•
|
changes in anticipated tonnage, grade and metallurgical characteristics of the mineralized material to be mined and processed;
|
•
|
recovery rates of gold and other metals from the mineralized material;
|
•
|
difficulty of estimating construction costs over a period of a year;
|
•
|
delays in completing any environmental review or in obtaining environmental or other government permits;
|
•
|
weather and severe climate impacts; and
|
•
|
potential delays related to social, political and community issues.
|
•
|
environmental hazards, including discharge of metals, concentrates, pollutants or hazardous chemicals;
|
•
|
industrial accidents, including in connection with the operation of mining transportation equipment, milling equipment and/or conveyor systems and accidents associated with the preparation and ignition of large-scale blasting operations, milling, processing and transportation of chemicals, explosives or other materials;
|
•
|
surface or underground fires or floods;
|
•
|
unexpected geological formations or conditions (whether in mineral or gaseous form);
|
•
|
ground and water conditions;
|
•
|
fall-of-ground accidents in underground operations;
|
•
|
failure of mining pit slopes and tailings dam walls;
|
•
|
seismic activity; and
|
•
|
other natural phenomena, such as lightning, severe rain or snowstorms, floods or other inclement weather conditions.
|
•
|
negotiating agreements with contractors on acceptable terms;
|
•
|
the inability to replace a contractor and its operating equipment in the event that either party terminates the agreement;
|
•
|
reduced control over those aspects of operations which are the responsibility of the contractor;
|
•
|
failure of a contractor to perform under its agreement;
|
•
|
interruption of operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events;
|
•
|
failure of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance; and
|
•
|
problems of a contractor with managing its workforce, labor unrest or other employment issues.
|
•
|
Changes in national, regional and local economic conditions and outlook.
|
•
|
Economic downturns in the areas where the properties are located.
|
•
|
Adverse changes in local real estate market conditions such as an oversupply of properties, reduction in demand, loss of a larger employer, intense competition for buyers and/or demographic changes.
|
•
|
Changes in business or consumer preferences that reduces the attractiveness of our properties.
|
•
|
Changes in zoning, regulatory restrictions, or tax laws.
|
•
|
Changes in interest rates or availability of financing.
|
•
|
Time required to complete a sale or development may be greater than originally anticipated, thereby adversely affecting our cash flows and liquidity.
|
•
|
Our water rights or the availability of water through wells or municipal water providers may not be adequate to support potential development.
|
•
|
Water rights sales values are highly volatile.
|
•
|
We may encounter other delays as a result of a variety of factors that are beyond our control including natural disasters, material shortages, and regulatory requirements.
|
•
|
making it more difficult for us to satisfy our obligations with respect to our other indebtedness, which could in turn result in an event of default on such other indebtedness;
|
•
|
impairing our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, general corporate purposes or other purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
|
•
|
placing us at a competitive disadvantage compared to our competitors that have proportionately less debt.
|
•
|
investors’ perceptions of the Company and its prospects;
|
•
|
investors’ perceptions of the Company’s and/or the industry’s risk and return characteristics relative to other investment alternatives;
|
•
|
investors’ perceptions of the prospects of the mining and commodities markets;
|
•
|
difficulties between actual financial and operating results and those expected by investors and analysts;
|
•
|
our inability to obtain permits or otherwise fail to reach Company objectives;
|
•
|
changes in our capital structure;
|
•
|
trading volume fluctuations;
|
•
|
actual or anticipated fluctuations in quarterly financial and operational results;
|
•
|
volatility in the equity securities market; and
|
•
|
sales, or anticipated sales, of large blocks of the Company’s common stock.
|
Quarterly Period
|
|
High
|
|
Low
|
||||
2018
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
0.28
|
|
|
$
|
0.13
|
|
Third Quarter
|
|
$
|
0.27
|
|
|
$
|
0.14
|
|
Second Quarter
|
|
$
|
0.37
|
|
|
$
|
0.23
|
|
First Quarter
|
|
$
|
0.46
|
|
|
$
|
0.23
|
|
|
|
|
|
|
||||
2017
|
|
|
|
|
|
|
||
Fourth Quarter
|
|
$
|
0.94
|
|
|
$
|
0.21
|
|
Third Quarter
|
|
$
|
1.35
|
|
|
$
|
0.75
|
|
Second Quarter
|
|
$
|
1.20
|
|
|
$
|
0.65
|
|
First Quarter
|
|
$
|
1.55
|
|
|
$
|
1.10
|
|
•
|
Increased the Dayton project property position, both mining claims and private land, including more than 350 acres of contiguous private lands suitable for a dedicated mineral processing site;
|
•
|
Achieved a landmark, Lyon County Master Plan and zoning change that broadened the potential land uses and restored mining as an appropriate use for the historic mining patents;
|
•
|
Submitted our project estimates for due diligence reviews by SRK Consulting in both Reno and Denver offices;
|
•
|
Restored several historic Dayton mine portals for safe exploration of the accessible mine workings;
|
•
|
Completed underground geologic mapping of the accessible mine workings and completed underground sampling;
|
•
|
Completed significant assaying and other analysis for furthering the geologic interpretation;
|
•
|
Identified new, broader mineralized zones and structures;
|
•
|
Drilled 408 shallow holes totaling 30,819 feet, identifying new mineralized structures covered by shallow alluvium;
|
•
|
Improved, meaningfully, the geologic mapping of the area;
|
•
|
Expanded trials by Cycladex, a strategic investee, testing their patented, cycladextrin lixiviant, a potential alternative to cyanide heap leaching for our Dayton materials; and
|
•
|
Commenced trials with Itronics, Inc., using their KAM-Thio metallurgical recovery processes, another potential alternative to cyanide heap leaching for our Dayton materials.
|
|
|
2018
|
|
2017
|
||
Shares Outstanding as of beginning of year
|
|
47,236,103
|
|
|
37,072,735
|
|
Shares issued for:
|
|
|
|
|
||
Equity issue agreements
|
|
15,762,310
|
|
|
8,686,828
|
|
Private placement agreements
|
|
5,454,546
|
|
|
—
|
|
Purchase of mineral rights
|
|
2,774,490
|
|
|
502,604
|
|
Purchase of Pelen, LLC membership interest
|
|
3,233,591
|
|
|
—
|
|
Purchase of properties, plant and equipment
|
|
—
|
|
|
196,000
|
|
Payment for equity issue costs
|
|
877,233
|
|
|
777,936
|
|
Shares outstanding as of end of year
|
|
75,338,273
|
|
|
47,236,103
|
|
|
2018
|
|
2017
|
|
2016
|
|
Difference
2018 versus 2017 |
|
Difference
2017 versus 2016 |
||||||||||
Revenue - mining
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,944,627
|
|
|
$
|
—
|
|
|
$
|
(4,944,627
|
)
|
Revenue - real estate
|
150,289
|
|
|
104,329
|
|
|
125,590
|
|
|
45,960
|
|
|
(21,261
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Costs applicable to mining revenue
|
2,765,324
|
|
|
3,392,092
|
|
|
4,505,811
|
|
|
(626,768
|
)
|
|
(1,113,719
|
)
|
|||||
Real estate operating costs
|
40,935
|
|
|
73,739
|
|
|
182,423
|
|
|
(32,804
|
)
|
|
(108,684
|
)
|
|||||
Exploration and mine development
|
958,075
|
|
|
1,130,567
|
|
|
4,561,905
|
|
|
(172,492
|
)
|
|
(3,431,338
|
)
|
|||||
Mine claims and costs
|
124,047
|
|
|
1,003,070
|
|
|
1,125,989
|
|
|
(879,023
|
)
|
|
(122,919
|
)
|
|||||
Environmental and reclamation
|
258,507
|
|
|
787,496
|
|
|
1,389,362
|
|
|
(528,989
|
)
|
|
(601,866
|
)
|
|||||
General and administrative
|
3,403,833
|
|
|
2,595,331
|
|
|
3,518,071
|
|
|
808,502
|
|
|
(922,740
|
)
|
|||||
Loss from Operations
|
(7,400,432
|
)
|
|
(8,877,966
|
)
|
|
(10,213,344
|
)
|
|
1,477,534
|
|
|
1,335,378
|
|
|||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(1,410,389
|
)
|
|
(1,710,390
|
)
|
|
(753,670
|
)
|
|
300,001
|
|
|
(956,720
|
)
|
|||||
Other income (expense)
|
(669,932
|
)
|
|
12,178
|
|
|
(1,997,690
|
)
|
|
(682,110
|
)
|
|
2,009,868
|
|
|||||
Net Loss
|
$
|
(9,480,753
|
)
|
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
|
$
|
1,095,425
|
|
|
$
|
2,388,526
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUES
|
|
|
|
|
|
|
|
|
|||
Revenue - mining
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,944,627
|
|
Revenue - real estate
|
150,289
|
|
|
104,329
|
|
|
125,590
|
|
|||
Total revenues
|
150,289
|
|
|
104,329
|
|
|
5,070,217
|
|
|||
|
|
|
|
|
|
||||||
COST AND EXPENSES
|
|
|
|
|
|
|
|
|
|||
Costs applicable to mining revenue
|
2,765,324
|
|
|
3,392,092
|
|
|
4,505,811
|
|
|||
Real estate operating costs
|
40,935
|
|
|
73,739
|
|
|
182,423
|
|
|||
Exploration and mine development
|
958,075
|
|
|
1,130,567
|
|
|
4,561,905
|
|
|||
Mine claims and costs
|
124,047
|
|
|
1,003,070
|
|
|
1,125,989
|
|
|||
Environmental and reclamation
|
258,507
|
|
|
787,496
|
|
|
1,389,362
|
|
|||
General and administrative
|
3,403,833
|
|
|
2,595,331
|
|
|
3,518,071
|
|
|||
Total cost and expenses
|
7,550,721
|
|
|
8,982,295
|
|
|
15,283,561
|
|
|||
|
|
|
|
|
|
||||||
LOSS FROM OPERATIONS
|
(7,400,432
|
)
|
|
(8,877,966
|
)
|
|
(10,213,344
|
)
|
|||
|
|
|
|
|
|
||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(1,410,389
|
)
|
|
(1,710,390
|
)
|
|
(753,670
|
)
|
|||
Other income (expense)
|
(669,932
|
)
|
|
12,178
|
|
|
(1,997,690
|
)
|
|||
Total other income (expense), net
|
(2,080,321
|
)
|
|
(1,698,212
|
)
|
|
(2,751,360
|
)
|
|||
|
|
|
|
|
|
||||||
NET LOSS
|
$
|
(9,480,753
|
)
|
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
|
|
|
|
|
|
||||||
Net loss per common share – basic and diluted
|
$
|
(0.16
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.37
|
)
|
Weighted average common shares outstanding — basic and diluted
|
59,629,805
|
|
|
41,127,245
|
|
|
35,324,947
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated
Deficit
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
Amount
|
|
Amount
|
|
Total
|
|||||||||
BALANCE - January 1, 2016
|
31,983,542
|
|
|
$
|
106,505
|
|
|
$
|
217,716,500
|
|
|
$
|
(199,063,535
|
)
|
|
$
|
18,759,470
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Public offerings
|
2,667,060
|
|
|
8,882
|
|
|
4,539,007
|
|
|
|
|
4,547,889
|
|
|||||
Public offering issuance costs
|
|
|
|
|
(610,645
|
)
|
|
|
|
(610,645
|
)
|
|||||||
Purchase of properties, plant and equipment
|
44,729
|
|
|
149
|
|
|
59,241
|
|
|
|
|
59,390
|
|
|||||
Payment of debt obligations
|
2,123,579
|
|
|
7,072
|
|
|
4,116,692
|
|
|
|
|
4,123,764
|
|
|||||
Payment for mineral rights
|
243,025
|
|
|
809
|
|
|
481,716
|
|
|
|
|
482,525
|
|
|||||
Stock-based compensation
|
10,800
|
|
|
36
|
|
|
18,864
|
|
|
|
|
18,900
|
|
|||||
Net loss
|
|
|
|
|
|
|
(12,964,704
|
)
|
|
(12,964,704
|
)
|
|||||||
BALANCE - December 31, 2016
|
37,072,735
|
|
|
123,453
|
|
|
226,321,375
|
|
|
(212,028,239
|
)
|
|
14,416,589
|
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Share reverse split adjustment
|
|
|
(125,892
|
)
|
|
125,892
|
|
|
|
|
—
|
|
||||||
Issuance of common stock
|
9,464,764
|
|
|
31,571
|
|
|
7,315,136
|
|
|
|
|
7,346,707
|
|
|||||
Common stock issuance costs
|
|
|
|
|
(278,919
|
)
|
|
|
|
(278,919
|
)
|
|||||||
Purchase of properties, plant and equipment
|
196,000
|
|
|
653
|
|
|
273,747
|
|
|
|
|
274,400
|
|
|||||
Payment for mineral rights
|
502,604
|
|
|
1,674
|
|
|
480,826
|
|
|
|
|
482,500
|
|
|||||
Issuance of share options with Tonogold at fair value
|
|
|
|
|
200,000
|
|
|
|
|
200,000
|
|
|||||||
Net loss
|
|
|
|
|
|
|
(10,576,178
|
)
|
|
(10,576,178
|
)
|
|||||||
BALANCE - December 31, 2017
|
47,236,103
|
|
|
31,459
|
|
|
234,438,057
|
|
|
(222,604,417
|
)
|
|
11,865,099
|
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Issuance of common stock
|
22,094,089
|
|
|
14,715
|
|
|
4,463,726
|
|
|
|
|
4,478,441
|
|
|||||
Common stock issuance costs
|
|
|
|
|
(329,385
|
)
|
|
|
|
(329,385
|
)
|
|||||||
Purchase of membership interest
|
3,233,591
|
|
|
2,154
|
|
|
366,846
|
|
|
|
|
369,000
|
|
|||||
Payment for mineral rights
|
2,774,490
|
|
|
1,847
|
|
|
480,653
|
|
|
|
|
482,500
|
|
|||||
Issuance of share options with Tonogold at fair value
|
|
|
|
|
2,000,000
|
|
|
|
|
2,000,000
|
|
|||||||
Net loss
|
|
|
|
|
|
|
(9,480,753
|
)
|
|
(9,480,753
|
)
|
|||||||
BALANCE - December 31, 2018
|
75,338,273
|
|
|
$
|
50,175
|
|
|
$
|
241,419,897
|
|
|
$
|
(232,085,170
|
)
|
|
$
|
9,384,902
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Net loss
|
$
|
(9,480,753
|
)
|
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation, amortization and depletion
|
3,147,893
|
|
|
4,187,683
|
|
|
5,893,783
|
|
|||
Gain on sale of properties, plant, and equipment
|
(13,991
|
)
|
|
(309,194
|
)
|
|
(357,037
|
)
|
|||
Stock payments and stock-based compensation
|
—
|
|
|
—
|
|
|
18,900
|
|
|||
Accretion of reclamation liability
|
23,411
|
|
|
64,334
|
|
|
185,778
|
|
|||
Amortization of debt discounts and issuance costs
|
343,857
|
|
|
436,896
|
|
|
456,757
|
|
|||
Payment of interest expense and sales tax with common stock
|
—
|
|
|
—
|
|
|
337,863
|
|
|||
Loss on payment of debt obligation with common stock
|
—
|
|
|
—
|
|
|
150,166
|
|
|||
Net loss on early retirement of long-term debt
|
193,711
|
|
|
294,569
|
|
|
—
|
|
|||
Change in fair value of shares issued to pay debt obligation
|
—
|
|
|
—
|
|
|
1,690,795
|
|
|||
Payment-in-kind interest expense
|
437,852
|
|
|
—
|
|
|
—
|
|
|||
Loss on make-whole liability with Pelen, LLC
|
504,162
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
450,951
|
|
|||
Stockpiles and mineralized material on leach pads
|
—
|
|
|
—
|
|
|
1,322,211
|
|
|||
Prepaid expenses and other assets
|
(795,815
|
)
|
|
69,700
|
|
|
100,939
|
|
|||
Other assets
|
65,355
|
|
|
—
|
|
|
(273,342
|
)
|
|||
Accounts payable
|
83,844
|
|
|
(483,249
|
)
|
|
472,165
|
|
|||
Accrued expenses and other liabilities
|
1,463,332
|
|
|
(218,871
|
)
|
|
(83,158
|
)
|
|||
NET CASH USED IN OPERATING ACTIVITIES
|
(4,027,142
|
)
|
|
(6,534,310
|
)
|
|
(2,597,933
|
)
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Purchase of mineral rights and properties, plant and equipment
|
(1,655,820
|
)
|
|
(130,166
|
)
|
|
(746,536
|
)
|
|||
Proceeds from principal payment on note receivable
|
503
|
|
|
40
|
|
|
—
|
|
|||
Proceeds from sale of mineral rights and properties, plant and equipment
|
26,000
|
|
|
1,109,388
|
|
|
3,287,811
|
|
|||
Change in reclamation bond deposit
|
—
|
|
|
—
|
|
|
20,260
|
|
|||
NET CASH PROVIDED BY (USED) IN INVESTING ACTIVITIES
|
(1,629,317
|
)
|
|
979,262
|
|
|
2,561,535
|
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Principal payments on long-term debt
|
(2,070,658
|
)
|
|
(9,209,827
|
)
|
|
(6,304,657
|
)
|
|||
Proceeds from long-term debt obligations
|
—
|
|
|
9,379,446
|
|
|
925,000
|
|
|||
Proceeds from the issuance of common stock
|
4,233,441
|
|
|
7,346,707
|
|
|
4,547,889
|
|
|||
Common stock issuance costs
|
(84,385
|
)
|
|
(278,919
|
)
|
|
(610,645
|
)
|
|||
Proceeds from the issuance of share option with Tonogold
|
2,000,000
|
|
|
200,000
|
|
|
—
|
|
|||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
|
4,078,398
|
|
|
7,437,407
|
|
|
(1,442,413
|
)
|
|||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(1,578,061
|
)
|
|
1,882,359
|
|
|
(1,478,811
|
)
|
|||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
2,066,718
|
|
|
184,359
|
|
|
1,663,170
|
|
|||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$
|
488,657
|
|
|
$
|
2,066,718
|
|
|
$
|
184,359
|
|
|
|
|
|
|
|
|
(Continued)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest
|
$
|
112,050
|
|
|
$
|
1,228,140
|
|
|
$
|
537,510
|
|
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Issuance of common stock for payment of mining right
|
$
|
482,500
|
|
|
$
|
482,500
|
|
|
$
|
482,525
|
|
Issuance of common stock to pay for common stock issuance costs
|
245,000
|
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock (in advance) to purchase membership interest
|
585,000
|
|
|
—
|
|
|
—
|
|
|||
Issuance of long-term debt for purchase of mineral rights and properties, plant and equipment
|
—
|
|
|
247,494
|
|
|
3,243,125
|
|
|||
Use of common stock for long-term debt obligations payment
|
—
|
|
|
124,920
|
|
|
2,529,755
|
|
|||
Issuance of common stock for purchase of properties, plant and equipment
|
—
|
|
|
274,400
|
|
|
16,265
|
|
|||
Property transferred in satisfaction of accounts payable
|
—
|
|
|
—
|
|
|
1,100,000
|
|
|||
Additions to reclamation liability and retirement obligation asset
|
—
|
|
|
—
|
|
|
340,000
|
|
Building
|
7 to 15 years
|
Vehicles and equipment
|
3 to 7 years
|
Processing and laboratory
|
5 to 15 years
|
Furniture and fixtures
|
2 to 3 years
|
|
2018
|
|
2017
|
||||
Industrial Park (Land and water rights)
|
$
|
2,738,462
|
|
|
$
|
2,738,462
|
|
Daney Ranch (Land and buildings)
|
2,146,575
|
|
|
2,146,575
|
|
||
Gold Hill Hotel (Land and buildings)
|
478,366
|
|
|
478,366
|
|
||
Total assets held for sale
|
$
|
5,363,403
|
|
|
$
|
5,363,403
|
|
|
2018
|
|
2017
|
||||
Land and property deposits
|
$
|
1,800,000
|
|
|
$
|
—
|
|
Surety bond and insurance
|
475,861
|
|
|
188,485
|
|
||
Reimbursements from Tonogold
|
82,951
|
|
|
—
|
|
||
Other
|
353,390
|
|
|
112,902
|
|
||
Total prepaid expenses and other current assets
|
$
|
2,712,202
|
|
|
$
|
301,387
|
|
|
2018
|
|
2017
|
||||
Dayton resource area
|
$
|
2,932,226
|
|
|
$
|
2,932,226
|
|
Lucerne resource area
|
1,998,896
|
|
|
1,998,896
|
|
||
Occidental area
|
1,002,172
|
|
|
1,002,172
|
|
||
Spring Valley area
|
810,000
|
|
|
810,000
|
|
||
Oest area
|
260,707
|
|
|
260,707
|
|
||
Northern extension
|
157,205
|
|
|
157,205
|
|
||
Northern targets
|
121,170
|
|
|
121,170
|
|
||
Other mineral properties
|
317,404
|
|
|
317,404
|
|
||
Water rights
|
90,000
|
|
|
90,000
|
|
||
Accumulated depletion - Lucerne Resource area
|
(484,699
|
)
|
|
(484,699
|
)
|
||
Total mineral rights and properties
|
$
|
7,205,081
|
|
|
$
|
7,205,081
|
|
|
2018
|
|
2017
|
||||
Land and building
|
$
|
9,169,605
|
|
|
$
|
9,169,605
|
|
Vehicle and equipment
|
2,319,290
|
|
|
2,414,216
|
|
||
Processing and laboratory
|
21,129,248
|
|
|
21,166,497
|
|
||
Furniture and fixtures
|
648,309
|
|
|
755,665
|
|
||
Construction in progress
|
35,190
|
|
|
—
|
|
||
|
33,301,642
|
|
|
33,505,983
|
|
||
Less accumulated depreciation
|
(23,559,522
|
)
|
|
(20,724,250
|
)
|
||
Total properties, plant and equipment
|
$
|
9,742,120
|
|
|
$
|
12,781,733
|
|
|
2018
|
|
2017
|
||||
Lexon surety bond cash collateral
|
$
|
2,500,000
|
|
|
$
|
2,500,000
|
|
Other cash reclamation bond deposits
|
122,544
|
|
|
122,544
|
|
||
Total reclamation bond deposit
|
$
|
2,622,544
|
|
|
$
|
2,622,544
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Long-term reclamation liability — beginning of period
|
$
|
7,417,680
|
|
|
$
|
7,353,346
|
|
|
$
|
6,827,568
|
|
Additional obligations incurred
|
—
|
|
|
—
|
|
|
340,000
|
|
|||
Accretion of reclamation liability
|
23,411
|
|
|
64,334
|
|
|
185,778
|
|
|||
Long-term reclamation liability — end of period
|
$
|
7,441,091
|
|
|
$
|
7,417,680
|
|
|
$
|
7,353,346
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Retirement obligation asset — beginning of period
|
$
|
282,745
|
|
|
$
|
617,126
|
|
|
$
|
1,107,120
|
|
Additional obligations incurred
|
—
|
|
|
—
|
|
|
340,000
|
|
|||
Amortization of retirement obligation asset
|
(79,471
|
)
|
|
(334,381
|
)
|
|
(829,994
|
)
|
|||
Retirement obligation asset — end of period
|
$
|
203,274
|
|
|
$
|
282,745
|
|
|
$
|
617,126
|
|
|
2018
|
|
2017
|
||||
Accrued interest expense
|
$
|
481,946
|
|
|
$
|
—
|
|
Accrued insurance liabilities
|
341,680
|
|
|
—
|
|
||
Accrued liability for purchase of DTSS (Note 18)
|
185,000
|
|
|
—
|
|
||
Accrued Northern Comstock Joint Venture
|
180,833
|
|
|
180,833
|
|
||
Accrued payroll costs
|
140,915
|
|
|
57,402
|
|
||
Accrued make-whole for Pelen LLC (Note 18)
|
135,162
|
|
|
—
|
|
||
Accrued personal property tax
|
74,434
|
|
|
84,264
|
|
||
Accrued Board of Directors fees
|
20,000
|
|
|
84,000
|
|
||
Accrued vendor liabilities
|
—
|
|
|
75,415
|
|
||
Other accrued expenses
|
114,763
|
|
|
14,737
|
|
||
Total accrued expenses
|
$
|
1,674,733
|
|
|
$
|
496,651
|
|
Note Description
|
2018
|
|
2017
|
||||
Senior Secured Debenture (GF Comstock 2) - 11% interest, due 2021.
|
$
|
8,872,663
|
|
|
$
|
10,218,352
|
|
Note Payable (Caterpillar Financial Services) - 5.7% interest.
|
955,845
|
|
|
1,242,960
|
|
||
Total debt
|
9,828,508
|
|
|
11,461,312
|
|
||
Less: long-term debt discounts and issuance costs
|
(660,795
|
)
|
|
(1,198,359
|
)
|
||
Total debt, net of discounts and issuance costs
|
9,167,713
|
|
|
10,262,953
|
|
||
Less: current portion of long-term debt
|
(309,843
|
)
|
|
(291,532
|
)
|
||
Long-term debt, net of discounts and issuance costs
|
$
|
8,857,870
|
|
|
$
|
9,971,421
|
|
Years Ending December 31:
|
|
||
2019
|
$
|
309,843
|
|
2020
|
328,077
|
|
|
2021
|
9,190,588
|
|
|
Total debt (excludes discounts and debt issuance costs)
|
$
|
9,828,508
|
|
|
|
2018
|
|
2017
|
||||
Number of shares sold
|
|
15,762,310
|
|
|
8,686,828
|
|
||
|
|
|
|
|
||||
Gross proceeds
|
|
$
|
3,578,441
|
|
|
$
|
7,346,707
|
|
Fees
|
|
264,275
|
|
|
278,919
|
|
||
Net proceeds
|
|
$
|
3,314,166
|
|
|
$
|
7,067,788
|
|
|
|
|
|
|
||||
Average price per share
|
|
$
|
0.23
|
|
|
$
|
0.85
|
|
|
|
2018
|
|
2017
|
||
Shares Outstanding as of beginning of year
|
|
47,236,103
|
|
|
37,072,735
|
|
Shares issued for:
|
|
|
|
|
||
Equity issue agreements
|
|
15,762,310
|
|
|
8,686,828
|
|
Private placement agreements
|
|
5,454,546
|
|
|
—
|
|
Purchase of mineral rights
|
|
2,774,490
|
|
|
502,604
|
|
Purchase of Pelen, LLC membership interest (Note 18)
|
|
3,233,591
|
|
|
—
|
|
Purchase of properties, plant and equipment
|
|
—
|
|
|
196,000
|
|
Payment for equity issue costs
|
|
877,233
|
|
|
777,936
|
|
Shares outstanding as of end of year
|
|
75,338,273
|
|
|
47,236,103
|
|
a.
|
During the years ended
December 31, 2018
and 2017, the Company issued
2,774,490
and
502,604
common shares valued at approximately
$0.5 million
each per year, respectively in satisfaction of an annual capital contribution pursuant to the Northern Comstock agreement, a related party. The 2018 transaction had stock issuance fees of
$55,000
.
|
b.
|
During 2017, the Company purchased land and property by issuing
196,000
common shares valued at
$0.3 million
.
|
c.
|
During 2018, the Company issued
5,454,546
common shares valued at
$0.9 million
, These common shares were exempt from the Securities Act pursuant to Section 4(a)(2) of the Securities Act and had a transaction fee of
$10,000
.
|
|
|
|
Fair Value Measurements at December 31, 2018
|
||||||||||||
|
Total
|
|
Quoted
Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued make-whole for Pelen LLC (Note 18)
|
$
|
135,162
|
|
|
$
|
—
|
|
|
$
|
135,162
|
|
|
$
|
—
|
|
Total Liabilities
|
$
|
135,162
|
|
|
$
|
—
|
|
|
$
|
135,162
|
|
|
$
|
—
|
|
|
Year Ended
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,944,627
|
|
Real estate
|
150,289
|
|
|
104,329
|
|
|
125,590
|
|
|||
Total revenues
|
150,289
|
|
|
104,329
|
|
|
5,070,217
|
|
|||
|
|
|
|
|
|
||||||
Cost and Expenses
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
(7,509,786
|
)
|
|
$
|
(8,908,556
|
)
|
|
$
|
(15,101,138
|
)
|
Real estate
|
(40,935
|
)
|
|
(73,739
|
)
|
|
(182,423
|
)
|
|||
Total cost and expenses
|
(7,550,721
|
)
|
|
(8,982,295
|
)
|
|
(15,283,561
|
)
|
|||
|
|
|
|
|
|
||||||
Operating Loss
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
(7,509,786
|
)
|
|
$
|
(8,908,556
|
)
|
|
$
|
(10,156,511
|
)
|
Real estate
|
109,354
|
|
|
30,590
|
|
|
(56,833
|
)
|
|||
Total loss from operations
|
(7,400,432
|
)
|
|
(8,877,966
|
)
|
|
(10,213,344
|
)
|
|||
Other income (expense), net
|
(2,080,321
|
)
|
|
(1,698,212
|
)
|
|
(2,751,360
|
)
|
|||
Net loss
|
$
|
(9,480,753
|
)
|
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
|
|
|
|
|
|
||||||
Capital Expenditures
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
5,630
|
|
|
$
|
1,810,845
|
|
|
$
|
340,491
|
|
Real estate
|
1,650,190
|
|
|
—
|
|
|
3,200,000
|
|
|||
Total capital expenditures
|
$
|
1,655,820
|
|
|
$
|
1,810,845
|
|
|
$
|
3,540,491
|
|
|
|
|
|
|
|
||||||
Depreciation, Amortization and Depletion
|
|
|
|
|
|
|
|
|
|||
Mining
|
$
|
3,138,032
|
|
|
$
|
4,176,115
|
|
|
$
|
5,763,293
|
|
Real estate
|
9,860
|
|
|
11,568
|
|
|
130,490
|
|
|||
Total depreciation, amortization and depletion
|
$
|
3,147,892
|
|
|
$
|
4,187,683
|
|
|
$
|
5,893,783
|
|
|
Year Ended
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
|
|
|
|||
Net loss
|
$
|
(9,480,753
|
)
|
|
$
|
(10,576,178
|
)
|
|
$
|
(12,964,704
|
)
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
|
|
|||
Basic and diluted weighted average shares outstanding
|
59,629,805
|
|
|
41,127,245
|
|
|
35,324,947
|
|
|||
|
|
|
|
|
|
||||||
Net loss per common share:
|
|
|
|
|
|
|
|
|
|||
Basic and diluted
|
$
|
(0.16
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.37
|
)
|
|
Shares
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Stock options
|
—
|
|
|
10,000
|
|
|
10,000
|
|
Restricted stock
|
—
|
|
|
—
|
|
|
28,000
|
|
|
—
|
|
|
10,000
|
|
|
38,000
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Income taxes provision
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Federal statutory rate
|
(21.0
|
)%
|
|
(34.0
|
)%
|
|
(34.0
|
)%
|
|||
Change in valuation allowance
|
20.5
|
%
|
|
(224.0
|
)%
|
|
34.0
|
%
|
|||
Change in rate
|
—
|
%
|
|
258.0
|
%
|
|
—
|
%
|
|||
Other
|
0.5
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2018
|
|
2017
|
||||
Asset retirement obligation
|
$
|
1,519,942
|
|
|
$
|
1,498,336
|
|
Mineral rights and properties, plant, and equipment
|
1,120,591
|
|
|
891,413
|
|
||
Mining exploration, development, claims, and permit costs
|
5,709,281
|
|
|
6,247,638
|
|
||
Net operating loss carryforward
|
37,401,823
|
|
|
35,205,356
|
|
||
Other
|
234,214
|
|
|
196,041
|
|
||
Valuation allowance
|
(45,985,851
|
)
|
|
(44,038,784
|
)
|
||
Total net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
Year Ended December 31,
|
Leases
|
||
2019
|
$
|
91,470
|
|
2020
|
92,370
|
|
|
2021
|
90,350
|
|
|
2022
|
90,650
|
|
|
2023
|
90,950
|
|
|
Thereafter
|
238,650
|
|
|
|
$
|
694,440
|
|
•
|
a majority of the directors shall be independent within the NYSE American listing standards;
|
•
|
a director shall advise our Nominating and Governance Committee (and receive written confirmation from counsel for the Company that there are no legal or regulatory impediments to such service) prior to accepting an invitation to serve on another public company board;
|
•
|
if a member of the Audit and Finance Committee simultaneously serves on an audit committee of more than three public companies, our Board must determine that such simultaneous service would not impair the ability of such member to effectively serve on the Audit and Finance Committee and make disclosure of such determination either in our Annual Report on Form 10-K or on or through our website;
|
•
|
our Board shall meet in regular sessions at least four times annually (including telephonic meetings ); and
|
•
|
our independent directors meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without management present; and our Board shall be comprised of that number of directors (but not less than three nor more than nine) as shall be determined from time to time by the Board (with the Board's sense that five to seven directors is the right size for the Board, but that a slightly larger size may be justifiable in order to accommodate the availability of an outstanding candidate).
|
1.
|
select, retain, determine appropriate compensation of (and provide for payment of such compensation), evaluate and, as appropriate, terminate and replace the independent registered public accounting firm;
|
2.
|
review and, as appropriate, approve, prior to commencement, all audit and non-audit services to be provided by the independent registered public accounting firm;
|
3.
|
review regularly with management, the director of internal audits, where applicable, and the independent registered public accounting firm any audit problems or difficulties and management’s responses thereto;
|
4.
|
resolve or direct the resolution of all material disagreements between management and the independent registered public accounting firm regarding accounting and financial reporting;
|
5.
|
review with the independent registered public accounting firm, among other things, all reports delivered by the independent registered public accounting firm regarding critical accounting policies and practices used or to be used, alternative treatments of financial information available under generally accepted accounting principles and other material written communications between the independent registered public accounting firm and management;
|
6.
|
review with management major issues regarding auditing, accounting, internal control and financial reporting principles, policies and practices and regulatory and accounting initiatives, and presentation of financial statements, and the adequacy of the internal controls and any special audit steps adopted in light of material control deficiencies;
|
7.
|
meet at least once annually and separately with management and the independent registered public accounting firm;
|
8.
|
review, prior to filing with the SEC, all annual and quarterly reports (and all interim reports on Form 8-K to be filed that contain financial disclosures of similar scope and magnitude as annual reports and quarterly reports);
|
9.
|
assess at least annually the adequacy of codes of conduct, including codes relating to ethics, integrity, conflicts of interest, confidentiality, public disclosure and insider trading and, as appropriate, adopt changes thereto;
|
10.
|
direct the establishment and maintenance of procedures for the receipt and retention of, and the treatment of, complaints received regarding accounting, internal control or auditing matters; and
|
11.
|
direct the establishment and maintenance of procedures for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
|
•
|
review and approve annual goals and objectives relating to the compensation of the Chief Executive Officer, evaluate the performance of the Chief Executive Officer against such goals and objectives and determine the annual compensation of the Chief Executive Officer based on such evaluation;
|
•
|
review and approve, as appropriate, annually the compensation of the other executive officers and directors or members of senior management and other employees;
|
•
|
assess organizational systems and plans, relating to management development and succession planning;
|
•
|
assess and administer compensation arrangements including stock based compensation and other benefit and welfare policies, plans and programs; and
|
•
|
review and approve the Compensation Discussion and Analysis for inclusion in the annual proxy statements or annual report.
|
•
|
review candidates for nomination for election as directors submitted by directors, officers, employees and stockholders; and
|
•
|
review at least annually the current directors of our Board to determine whether such individuals are independent under the listing standards of the NYSE American and the SEC rules under the Sarbanes-Oxley Act of 2002 (and non-employee directors (as defined under Exchange Act Rule 16b-3) and outside directors (as defined under Internal Revenue Code Section 162 (m))).
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Stock Awards
($)
|
|
Option Awards
|
|
Non-equity incentive Plan Compensation
|
|
Non-qualified deferred Compensation Earnings
|
|
All other compensation
..
(3)
|
|
Total
($)
|
|||||||||
Corrado De Gasperis
|
|
2018
|
|
$
|
288,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,362
|
|
|
$
|
308,362
|
|
President and Chief Executive Officer
(1)
|
|
2017
|
|
288,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288,000
|
|
||
|
|
2016
|
|
311,342
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
311,342
|
|
||
Timothy D. Smith
|
|
2018
|
|
110,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,634
|
|
|
111,634
|
|
||
Chief Accounting Officer and Secretary
(2)
|
|
2017
|
|
19,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,002
|
|
•
|
a lump sum payment of all accrued amounts due to him through the date of his termination;
|
•
|
continued base salary for twelve months (or thirty-six months if the termination is during the three year period following a change in control); and
|
•
|
continuation of health and life insurance benefits for the longer of the period during which base salary is payable following termination or 18 months (unless he is entitled to participate in the health plan of a new employer).
|
•
|
the date on which any person or group becomes the beneficial owner of 40% or more of the then issued and outstanding common stock or voting securities of the Company (not including securities held by our employee benefit plans or related trusts or certain acquisitions by John Winfield and his affiliates);
|
•
|
the date on which any person or group acquires the right to vote on any matter, by proxy or otherwise, with respect to 40% or more of the then issued and outstanding common stock or voting securities of the Company (not including securities held by our employee benefit plans or trusts or certain acquisitions by John Winfield and his affiliates);
|
•
|
the date, at the end of any two-year period, on which individuals, who at the beginning of such period were directors of the Company, or individuals nominated or elected by a vote of two-thirds of such directors or directors previously so elected or nominated, cease to constitute a majority of our Board;
|
•
|
the date on which stockholders of the Company approve a complete liquidation or dissolution of the Company; or
|
•
|
the date on which we consummate certain reorganizations, mergers, asset sales or similar transactions.
|
Plan Category
|
|
(a) Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
|
|
(b) Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights
|
|
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
Equity Compensation Plans Approved by Stockholders
(1)
|
|
—
|
|
$—
|
|
2,129,200
|
Name
|
|
Fees Earned or Paid in Cash ($)
(3)
|
||
William Nance
|
|
$
|
45,000
|
|
Leo Drozdoff
(1)
|
|
43,000
|
|
|
Walter "Del" Marting
(1)
|
|
10,000
|
|
|
J. Clark Gillam
(1)
|
|
6,000
|
|
|
Daniel Kappes
(2)
|
|
4,000
|
|
|
Robert Reseigh
(2)
|
|
2,000
|
|
|
Total directors cash compensation
|
|
110,000
|
|
Name and Address
(a)
|
|
Title of class
|
|
Amount and nature of beneficial ownership
|
|
Percent of class
(b)
|
|
||
Winfield Group
|
|
Common Stock
|
|
11,230,558
|
|
(e)
|
|
13.9
|
%
|
DP Shore Family Trust 550 W. Plumb Lane, #B432 Reno, NV 89509
|
|
Common Stock
|
|
5,454,546
|
|
|
|
7.2
|
%
|
Van Den Berg Management, Inc.
805 Las Cimas Parkway Suite 430
Austin, TX 78746
|
|
Common Stock
|
|
4,684,254
|
|
(c)
|
|
5.8
|
%
|
|
|
|
|
|
|
|
|
||
Officers and Directors
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
Corrado De Gasperis
|
|
Common Stock
|
|
500,000
|
|
(d)
|
|
*
|
|
William Nance
|
|
Common Stock
|
|
38,000
|
|
|
|
*
|
|
Leo Drozdoff
|
|
Common Stock
|
|
6,200
|
|
|
|
*
|
|
John Clark Gillam
|
|
Common Stock
|
|
—
|
|
|
|
*
|
|
Walter Marting
|
|
Common Stock
|
|
—
|
|
|
|
*
|
|
Tim Smith
|
|
Common Stock
|
|
10,000
|
|
|
|
*
|
|
All directors and executive officers as a group (6 persons)
|
|
Common Stock
|
|
554,200
|
|
|
|
0.69
|
%
|
(a)
|
Unless otherwise indicated, the business address of each person named in the table is c/o of Comstock Mining Inc., P.O. Box 1118, 1200 American Flat Road, Virginia City, NV 89440.
|
(b)
|
Applicable percentage of ownership is based on
80,790,273
shares of common stock outstanding as of
February 19, 2019
together with all applicable options and warrants for such stockholder. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to shares. Shares of our common stock subject to options, warrants or other convertible securities exercisable within 60 days after
February 19, 2019
are deemed outstanding for computing the percentage ownership of the person holding such options, warrants or other convertible securities, but are not deemed outstanding for computing the percentage of any other person. Except otherwise noted, the named beneficial owner has the sole voting and investment power with respect to the shares of common stock shown.
|
(c)
|
Includes shares of the Company’s common stock owned by various investment advisory clients of Van Den Berg Management, Inc. Based solely on the information contained in the Scheduled 13G Amendment filed with the SEC on January 9, 2018.
|
(d)
|
Includes 209,100 shares that are pledged as security to an unrelated third party.
|
(e)
|
Mr. Winfield is the President, Chief Executive Officer and Chairman of the Board of InterGroup, Santa Fe and Portsmouth and may be deemed to share voting and dispositive power over shares of the Company’s securities owned by each of InterGroup, Santa Fe and Portsmouth. Mr. Winfield has sole voting power over shares of the Company’s securities held by Northern Comstock. The
11,230,558
shares of the Company’s common stock beneficially owned by Mr. Winfield includes (i)
2,787,585
shares of the Company’s common stock held directly by Mr. Winfield, (ii),
950,035
shares of the Company’s common stock held by InterGroup, (iii)
1,777,580
shares of the Company’s common stock held by Portsmouth, (iv)
906,649
shares of the Company’s common stock held by Santa Fe, (vi)
4,808,709
shares of the Company’s common stock held by Northern Comstock.
|
•
|
the Audit and Finance Committee approves or ratifies such transaction in accordance with the guidelines set forth in the policy and the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party; or
|
•
|
the transaction is approved by the disinterested members of the Board of Directors; or
|
•
|
the transaction involves compensation approved by our Compensation Committee.
|
|
2018
|
|
2017
|
|
Deloitte & Touche LLP
|
|
Deloitte & Touche LLP
|
Audit Fees
|
$213,752
|
|
$214,869
|
Tax Fees
|
27,305
|
|
19,889
|
Total fees
|
$241,057
|
|
$234,758
|
(a)
|
The following documents are filed as part of this Report:
|
(1)
|
Financial statements filed as part of this Report:
|
Note Description
|
|
Balance at
Beginning of Year |
|
Additions
|
|
Deductions
|
|
Balance at End
of Year
|
||||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||
Tax valuation allowance
|
|
$
|
44,038,784
|
|
|
1,947,067
|
|
|
—
|
|
|
$
|
45,985,851
|
|
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Tax valuation allowance
|
|
$
|
67,727,285
|
|
|
—
|
|
|
23,688,501
|
|
|
$
|
44,038,784
|
|
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Tax valuation allowance
|
|
$
|
63,324,806
|
|
|
4,402,479
|
|
|
—
|
|
|
$
|
67,727,285
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
Articles of Incorporation (previously filed with Securities and Exchange Commission on February 20, 2018 as exhibit 3.1 to the Company's Form 10-K (file number 001-35200/film number 18622935) and incorporated herein by reference)
|
|
|
|
3.2
|
|
Amended and Restated Bylaws (previously filed with Securities and Exchange Commission on June 8, 2011 as exhibit 3.2 to the Company’s Current Report on Form 8-K (file number 001-35200/film number 11901161) and incorporated herein by reference)
|
|
|
|
10.1
|
|
Comstock Mining Inc. 2011 Equity Incentive Plan (previously filed with the Securities and Exchange Commission on June 29, 2011 as exhibit 10.1 to the Company’s Current Report on Form 8-K (file number 11939736) and incorporated herein by reference)
|
|
|
|
10.3
|
|
Form of Restricted Stock Agreement (previously filed with the Securities and Exchange Commission on December 23, 2011 as exhibit 10.1 to the Company’s Current Report on Form 8-K (file number 111280520) and incorporated herein by reference)
|
|
|
|
10.5
|
|
Employment Agreement, dated as of April 21, 2010, between the Company and Corrado De Gasperis (previously filed with the Securities and Exchange Commission on April 26, 2010 as exhibit 10.1 to the Company’s Form 8-K (file number 10769447) and incorporated herein by reference)
|
|
|
|
10.6
|
|
Limited Liability Company Operating Agreement of Northern Comstock LLC, dated as of October 19, 2010 (previously filed with the Securities and Exchange Commission on October 21, 2010 as exhibit 10.5 to the Company’s Form 8-K (file number 101134166) and incorporated herein by reference)
|
|
|
|
10.7
|
|
First Amendment to the Limited Liability Company Operating Agreement of Northern Comstock LLC, dated August 27, 2015 (previously filed with the Securities and Exchange Commission on August 27, 2015 as exhibit 10.1 to the Company's Form 8-K (file number 151077115) and incorporated herein by reference)
|
|
|
|
10.8
|
|
Second Amendment to the Limited Liability Company Operating Agreement of Northern Comstock LLC, dated September 28, 2015 (previously filed with the Securities and Exchange Commission on October 23, 2015 as exhibit 10.1 to the Company's Form 10-Q (file number 151173376) and incorporated herein by reference)
|
|
|
|
10.15
|
|
Amendment to Employment Agreement dated November 2, 2012 (previously filed with the Securities and Exchange Commission as exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (file number 14707727) and incorporated by reference herein)
|
|
|
|
10.16
|
|
Amendment to No. 2 To Employment Agreement dated January 31, 2014 (previously filed with the Securities and Exchange Commission as exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (file number 14707727) and incorporated by reference herein)
|
|
|
|
10.25
|
|
Stockholders Agreement, dated as of July 29, 2015, by and among Comstock Mining Inc., Northern Comstock LLC, DWC Resources Inc., The InterGroup Corporation, Santa Fe Financial Corporation, Portsmouth Square, Inc., and John V. Winfield (previously filed with the Securities and Exchange Commission on July 29, 2015 as exhibit 10.2 to the Company's Form 8-K (file number 151011053) and incorporated herein by reference)
|
|
|
|
10.26
|
|
Drilling and Development Services for Common Stock Investment Agreement dated March 28, 2016 (previously filed with the Securities and Exchange Commission on filed on March 30, 2016 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 161536682) and incorporated by reference herein)
|
|
|
|
10.27
|
|
Sales Agreement, dated as of June 28, 2016, between the Company and International Assets Advisory (previously filed with the Securities and Exchange Commission on August 4, 2016 as exhibit 10.1 to the Company's Form 10-Q (file number 001-35200/film number 161805513) and incorporated herein by reference)
|
|
|
|
10.28
|
|
Forbearance Agreement, dated as of June 27, 2016, between the Company and Caterpillar Financial Services Corporation (previously filed with the Securities and Exchange Commission on August 4, 2016 as exhibit 10.2 to the Company's Form 10-Q (file number 001-35200/film number 161805513) and incorporated herein by reference)
|
|
|
|
10.32
|
|
Debenture, dated as of January 13, 2017, between Comstock Mining Inc. and GF Comstock 2 LP (previously filed with the Securities and Exchange Commission on January 17, 2017 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 17531561) and incorporated herein by reference)
|
|
|
|
10.33
|
|
Pledge and Security Agreement, dated as of January 13, 2017, between Comstock Mining Inc. and GF Comstock 2 LP (previously filed with the Securities and Exchange Commission on January 17, 2017 as exhibit 10.3 to the Company's Form 8-K (file number 001-35200/film number 17531561) and incorporated herein by reference)
|
|
|
|
10.34
|
|
Form of Deed of Trust (previously filed with the Securities and Exchange Commission on January 17, 2017 as exhibit 10.5 to the Company's Form 8-K (file number 001-35200/film number 17531561) and incorporated herein by reference)
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
Membership Interest Purchase Agreement, dated as of January 24, 2019 between Comstock Mining Inc, and Tonogold Resources, Inc. (previously filed with the Securities and Exchange Commission on January 29, 2019 as exhibit 10.1 to the Company's Form 8-K (file number 001-35200/film number 19549169) and incorporated herein by reference)
|
|
|
|
21*
|
|
Subsidiaries
|
|
|
|
23*
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
24*
|
|
Powers of Attorney (included on signature page)
|
|
|
|
31*
|
|
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
|
|
|
|
32*
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
95*
|
|
Mine Safety Disclosures
|
|
|
|
101*
|
|
Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2018, furnished in XBRL (eXtensible Business Reporting Language)).
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Statements of Income for the fiscal years ended December 31, 2018, 2017 and 2016, (ii) the Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2018, 2017 and 2016, (iii) the Consolidated Balance Sheets at December 31, 2018 and 2017, (iv) the Consolidated Statements of Changes in Equity for the fiscal years ended December 31, 2018, 2017 and 2016, (v) the Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2018, 2017 and 2016 and (vi) the Notes to Consolidated Financial Statements |
Exhibit
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
21*
|
|
|
|
|
|
23*
|
|
|
|
|
|
24*
|
|
|
|
|
|
31*
|
|
|
|
|
|
32*
|
|
|
|
|
|
95*
|
|
|
|
|
|
101*
|
|
Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2018, furnished in XBRL (eXtensible Business Reporting Language)).
Attached as Exhibit 101 to this report are the following documents formatted in XBRL: (i) the Consolidated Statements of Income for the fiscal years ended December 31, 2018, 2017 and 2016, (ii) the Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2018, 2017 and 2016, (iii) the Consolidated Balance Sheets at December 31, 2018 and 2017, (iv) the Consolidated Statements of Changes in Equity for the fiscal years ended December 31, 2018, 2017 and 2016, (v) the Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2018, 2017 and 2016 and (vi) the Notes to Consolidated Financial Statements
|
|
COMSTOCK MINING INC.
|
|
|
(Registrant)
|
|
|
|
|
|
By:
|
/s/ Corrado De Gasperis
|
|
|
Name: Corrado De Gasperis
|
|
|
Title: Executive Chairman, Chief Executive Officer and President (Principal Executive Officer and Principal Financial Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ CORRADO DE GASPERIS
|
|
Executive Chairman, Chief Executive Officer and President (principal executive officer and principal financial officer)
|
|
February 26, 2019
|
Corrado De Gasperis
|
|
|
|
|
/s/ WILLIAM NANCE
|
|
Director
|
|
February 26, 2019
|
William Nance
|
|
|
|
|
/s/ LEO DROZDOFF
|
|
Director
|
|
February 26, 2019
|
Leo Drozdoff
|
|
|
|
|
/s/ WALTER MARTING
|
|
Director
|
|
February 26, 2019
|
Walter Marting
|
|
|
|
|
/s/ JOHN CLARK GILLAM
|
|
Director
|
|
February 26, 2019
|
John Clark Gillam
|
|
|
|
|
/s/ TIMOTHY D. SMITH
|
|
Chief Accounting Officer and Secretary (principal accounting officer)
|
|
February 26, 2019
|
Timothy D. Smith
|
|
|
|
|
(1)
|
Comstock Mining LLC, a Nevada limited liability company
|
(2)
|
Comstock Real Estate Inc., a Nevada corporation (formerly known as Gold Hill Hotel, Inc.)
|
(3)
|
Comstock Industrial LLC, a Nevada limited liability company
|
(4)
|
Downtown Silver Springs LLC, a Nevada limited liability company
|
1.
|
I have reviewed this annual report on Form 10-K of Comstock Mining Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
February 26, 2019
|
/s/ Corrado De Gasperis
|
Corrado De Gasperis
|
Executive Chairman, Chief Executive Officer and President
(Principal Executive Officer and Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 26, 2019
|
|
|
/s/ Corrado De Gasperis
|
|
Corrado De Gasperis
|
|
Executive Chairman, Chief Executive Officer and President
|
|
(Principal Executive Officer and Principal Financial Officer)
|
|
|
Mining
Operating
Name
MSHA
Identification
Number
|
Section
104S&S
Citations
|
Section
104(b)
Orders
|
Section
104(d)
Citations
and
Orders
|
Section
110(b)(2)
Violations
|
Section
107(a)
Orders
|
Total Dollar
Value of
MSHA
Assessments
Proposed
|
Total
Number
Of Mining
Related
Fatalities
|
Received
Notice of
Pattern of
Violations
Under
104(3)
|
Received
Notice of
Potential
to Have
Pattern of
Violations
Under
Sections
104(3)
|
Legal
Actions
Pending
as of
Last
Day of
Period
|
Legal
Actions
Initiated
During
Period
|
Legal
Actions
Resolved
During
Period
|
|||||||||||
26-01871
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
2,295
|
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|
26-02771
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
No
|
No
|
—
|
|
—
|
|
—
|
|